EX-4.26 17 exhibit4-26.htm EXHIBIT 4.26 High Tide Inc.: exhibit 4.26 - Filed by newsfilecorp.com

 

 

Condensed Interim Consolidated
Financial Statements

For the three and six months ended April 30, 2021 and 2020
(Stated in thousands of Canadian dollars, except share and per share amounts)
(Unaudited)



High Tide Inc.
Condensed Interim Consolidated Financial Statement
For the three and six months ended April 30, 2021 and 2020

 

 

Condensed Interim Consolidated Financial Statements for the three and six months ended April 30, 2021 and 2020.

 

The accompanying unaudited condensed interim consolidated financial statements of High Tide Inc. ("High Tide" or the "Company") have been prepared by and are the responsibility of the Company's management and have been approved by the Audit Committee and Board of Directors of the Corporation.

 

 

Approved on behalf of the Board:

 

(Signed) "Harkirat (Raj) Grover"

(Signed) "Nitin Kaushal"

President and Chair of the Board

Director and Chair of the Audit Committee

 


High Tide Inc.

Condensed Interim Consolidated Statements of Financial Position

As at April 30, 2021 and October 31, 2020

(Unaudited – In thousands of Canadian dollars)

  Notes   2021     2020  
      $     $  
Assets              
Current assets              
      Cash     29,353     7,524  
      Marketable securities 16   1,185     50  
      Trade and other receivables 8   4,804     2,861  
      Inventory     11,851     5,702  
      Prepaid expenses and deposits 7   5,981     3,070  
      Current portion of loans receivable     1,482     74  
      Assets classified as held for sale 22   1,674     -  
   Total current assets     56,330     19,281  
Non-current assets              
      Loans receivable     230     230  
      Property and equipment 6   21,520     13,085  
      Net Investment - Lease 19   842     1,716  
      Right-of-use assets, net 19   25,969     16,413  
      Long term prepaid expenses and deposits 7   1,511     809  
      Deferred tax asset     250     250  
      Intangible assets and goodwill 3, 5   93,418     18,027  
   Total non-current assets     143,740     50,530  
Total assets     200,070     69,811  
Liabilities              
Current liabilities              
      Accounts payable and accrued liabilities     12,373     6,421  
      Notes payable current 11   4,068     1,939  
      Deferred liability     1,700     1,700  
      Current portion of convertible debentures 10   3,403     14,446  
      Current portion of lease liabilities 19   5,152     2,194  
      Derivative liability 14   15,236     764  
      Liabilities held for sale 22   1,090     -  
   Total current liabilities     43,022     27,464  
Non-current liabilities              
      Notes payable 11   12,568     2,589  
      Convertible debentures 10   9,187     11,376  
      Lease liabilities 19   20,938     14,474  
      Deferred tax liability     7,813     2,185  
   Total non-current liabilities     50,506     30,624  
Total liabilities     93,528     58,088  
Shareholders' equity              
      Share capital 12   145,666     32,552  
      Warrants 14   8,671     5,796  
      Contributed surplus     11,197     4,704  
      Convertible debentures - equity     1,511     1,965  
      Accumulated other comprehensive income     (406 )   (487 )
      Accumulated deficit     (63,561 )   (34,359 )
Equity attributable to owners of the Company     103,078     10,171  
      Non-controlling interest 21   3,464     1,552  
Total shareholders' equity     106,542     11,723  
Total liabilities and shareholders' equity     200,070     69,811  


High Tide Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars)


      Three months ended     Six months ended  
                           
  Notes   2021     2020     2021     2020  
      $     $     $     $  
Revenue                          
Merchandise sales     37,620     19,729     73,906     32,736  
Other revenue     3,248     842     5,281     1,550  
Total Revenue 4   40,868     20,571     79,187     34,286  
Cost of sales     (25,870 )   (12,816 )   (49,421 )   (21,738 )
Gross profit     14,998     7,755     29,766     12,548  
Expenses                          
Salaries, wages and benefits     (6,205 )   (3,357 )   (12,055 )   (6,531 )
Share-based compensation 13   (1,517 )   (72 )   (2,070 )   (99 )
General and administration     (3,035 )   (1,537 )   (5,943 )   (2,983 )
Professional fees     (534 )   (853 )   (1,670 )   (1,617 )
Advertising and promotion     (244 )   (160 )   (315 )   (247 )
Depreciation and amortization 5,6,19   (7,714 )   (1,545 )   (13,808 )   (2,814 )
Interest and bank charges     (260 )   (75 )   (461 )   (218 )
Total expenses     (19,509 )   (7,599 )   (36,322 )   (14,509 )
(Loss) income from operations     (4,511 )   156     (6,556 )   (1,961 )
Other income (expenses)                          
Loss on extinguishment of debenture 10   -     (186 )   (516 )   (186 )
Debt restructuring gain 11   -     -     1,145     -  
Loss on sale of marketable securities     -     (1,186 )   -     (1,186 )
Revaluation of marketable securities     (159 )   (477 )   (144 )   (477 )
Impairment loss     -     (247 )   -     (247 )
Finance  and other costs 9   (3,727 )   (2,702 )   (8,010 )   (5,058 )
Revaluation of derivative liability 10,14   (3,988 )   (125 )   (14,472 )   314  
Foreign exchange (loss) gain     (5 )   17     (94 )   21  
Total other expenses     (7,879 )   (4,906 )   (22,091 )   (6,819 )
Loss before taxes     (12,390 )   (4,750 )   (28,647 )   (8,780 )
Current income tax recovery (expense)     124     (162 )   (464 )   (77 )
Net loss     (12,266 )   (4,912 )   (29,111 )   (8,857 )
Other comprehensive income (loss)                          
Translation difference on foreign subsidiary     (23 )   103     82     171  
Total comprehensive loss     (12,289 )   (4,809 )   (29,029 )   (8,686 )
Net income (loss) and comprehensive income (loss) attributable to:                    
Owners of the Company     (12,355 )   (4,754 )   (29,120 )   (8,634 )
Non-controlling interest     66     (55 )   91     (52 )
      (12,289 )   (4,809 )   (29,029 )   (8,686 )
Loss per share                          
Basic 15   (0.02 )   (0.02 )   (0.06 )   (0.04 )

Subsequent Events (Note 23)


High Tide Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited – In thousands of Canadian dollars)

                        Equity     Accumulated           Attributable              
                         portion of      other            to owners              
      Share           Contributed     convertible     comprehensive     Accumulated     of the              
  Note    capital     Warrants     surplus      debt     income (loss)     deficit      Company     NCI     Total  
      $     $     $     $     $     $     $     $     $  
Opening balance, November 1, 2019     26,283     6,609     2,119     1,637     (366 )   (26,696 )   9,586     (179 )   9,407  
Fee paid in shares     860     -     -     -     -     -     860     -     860  
Warrants     -     1,543     -     -     -     -     1,543     -     1,543  
Share-based compensation     -     -     99     -     -     -     99     -     99  
Equity portion of convertible debentures     -     -     -     241     -     -     241     -     241  
Cumulative translation adjustment     -     -     -     -     171     -     171     -     171  
Prepaid Interest paid in shares     848     -     -     -     -     -     848     -     848  
Purchase of minority interest - KushBar Inc.     500     -     -     -     -     (695 )   (195 )   187     (8 )
Acquisition - 2680495 Ontario Inc.     1,100     -     -     -     -     -     1,100     -     1,100  
Acquisition - Saturninus Partners     1,218     316     -     -     -     -     1,534     930     2,464  
Acquisition - 102088460 Saskatchewan Ltd.     975     -     -     -     -     -     975     -     975  
Asset acquisition     104     -     -     -     -     -     104     -     104  
Comprehensive loss for the period     -     -     -     -     -     (8,805 )   (8,805 )   (55 )   (8,860 )
Balance, April 30, 2020     31,888     8,468     2,218     1,878     (195 )   (36,196 )   8,061     883     8,944  
Opening balance, November 1, 2020     32,552     5,796     4,704     1,965     (487 )   (34,359 )   10,171     1,552     11,723  
Acquisition - Meta Growth 3   35,290     2,739     240     9,008     -     -     47,277     1,821     49,098  
Prepaid Interest paid in shares     1,458     -     -     -     -     -     1,458     -     1,458  
Share-based compensation 13   -     -     2,070     -     -     -     2,070     -     2,070  
Equity portion of convertible debentures     -     -     -     157     -     -     157     -     157  
Exercise options 13   865     -     (167 )   -     -     -     698     -     698  
Warrants expired 14   -     (4,725 )   4,725     -     -     -     -     -     -  
Issued to pay fees in shares     174     -     -     -     -     -     174     -     174  
Extension of convertible debenture     -     -     340     -     -     -     340     -     340  
Conversion of convertible debentures     40,532     -     -     (9,619 )   -     -     30,913     -     30,913  
Warrants 14   10,644     (1,631 )   28     -     -     -     9,041     -     9,041  
Cumulative translation adjustment     -     -     -     -     81     -     81     -     81  
Acquisition - Smoke Cartel, Inc.     8,396     -     -     -     -     -     8,396     -     8,396  
Shares issued through equity financing     18,237     6,492     -     -     -     -     24,729     -     24,729  
Share issuance costs     (3,225 )   -     -     -     -     -     (3,225 )   -     (3,225 )
Vesting of RSUs (Note 13)     743     -     (743 )   -     -     -     -     -     -  
Comprehensive loss for the period     -     -     -     -     -     (29,202 )   (29,202 )   91     (29,111 )
Balance, April 30, 2021     145,666     8,671     11,197     1,511     (406 )   (63,561 )   103,078     3,464     106,542  

 


High Tide Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars)


  Notes   2021     2020  
      $     $  
Operating activities              
Net loss     (29,111 )   (8,857 )
Adjustments for items not effecting cash and cash equivalents              
Income tax expense     464     77  
Accretion expense     3,597     2,673  
Fee for services and interest paid in shares and warrants 12   1,632     746  
Acquisition costs paid in shares     -     600  
Depreciation and amortization 5,6,19   13,808     2,814  
Revaluation of derivative liability 10,14   14,472     (314 )
Debt restructuring gain 11   (1,145 )   -  
Impairment loss     -     247  
Foreign exchange gain (loss)     94     (21 )
Share-based compensation  13   2,070     99  
Loss on extinguishment of debenture 10   516     186  
Loss on sale of marketable securities     -     1,186  
Revaluation of marketable securities     144     477  
      6,541     (87 )
Changes in non-cash working capital              
Trade and other receivables     72     174  
Inventory     (2,483 )   541  
Prepaid expenses and deposits     (1,153 )   460  
Accounts payable and accrued liabilities     (5,580 )   2,046  
Net cash (used in) provided by operating activities     (2,603 )   3,134  
               
Investing activities              
Purchase of property and equipment  6   (3,793 )   (627 )
Purchase of intangible assets  5   (103 )   (289 )
Proceeds from sale of marketable securities     -     1,458  
Loans receivables     (340 )   -  
Cash paid for business combination, net of cash acquired 3   3,370     (2,484 )
Net cash used in investing activities     (866 )   (1,942 )
               
Financing activities              
Repayment of finance lease obligations     (11 )   (3 )
Proceeds from convertible debentures net of issue costs  10   980     8,855  
Proceeds from equity financing     21,590     -  
Proceeds from notes payable     -     200  
Repayment of convertible debentures     (3,613 )   (1,867 )
Interest paid on debentures and loans     (985 )   -  
Lease liability payments 19   (2,353 )   (2,139 )
Warrants exercised     9,005     -  
Options exercised     685     -  
Net cash provided by financing activities     25,298     5,046  
               
Net increase in cash     21,829     6,238  
Cash, beginning of period     7,524     806  
Cash, end of period     29,353     7,044  


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

1. Nature of Operations

High Tide Inc. (the "Company" or "High Tide") is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company's shares are listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "HITI"(listed as of June 2, 2021), the TSX Venture Exchange ("TSXV") under the symbol "HITI", and on the Frankfurt Stock Exchange ("FSE") under the securities identification code 'WKN: A2PBPS' and the ticker symbol "2LYA". The address of the Company's corporate and registered office is # 120 - 4954 Richard Road SW, Calgary, Alberta T3E 6L1.

High Tide does not engage in any U.S. cannabis-related activities as defined by the Canadian Securities Administrators Staff Notice 51-352.

COVID-19

The Company's business could be significantly adversely affected by the effects of the recent outbreak of novel coronavirus ("COVID-19"). Several significant measures have been implemented in Canada and the rest of the world in response to the increased impact from COVID-19. The Company cannot accurately predict the impact COVID-19 will have on third parties' ability to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company's business including without limitation, employee health, workplace productivity, and other factors that will depend on future developments beyond the Company's control. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries resulting in an economic downturn that could negatively impact the Company's financial position, financial performance, cash flows, and its ability to raise capital.  Since the initial outset of the pandemic, the Company did not experience a significant decline in sales for most of the operating businesses. 

2. Accounting Policies

A. Basis of Preparation

These condensed interim consolidated financial statements ("Financial Statements") have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited consolidated financial statements of the Company for the year ended October 31, 2020 which are available on SEDAR at www.sedar.com.

For comparative purposes, the Company has reclassified certain immaterial items on the comparative condensed interim consolidated statement of financial position and the condensed interim consolidated statement of loss and comprehensive income (loss) to conform with current period's presentation.

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on June 28, 2021.

B. Use of estimates

The estimates and assumptions are reviewed on an ongoing basis. Revisions in accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. Significant judgements, estimates, and assumptions within these condensed interim consolidated financial statements remain the same as those applied to the consolidated financial statements for the year ended October 31, 2020.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

3. Business Combinations

In accordance with IFRS 3, Business Combinations, these transactions meet the definition of a business combination and, accordingly, the assets acquired, and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.

A. Meta Growth Corp. Acquisition

Total consideration   $  
Common shares   35,290  
Conversion feature of convertible debt   9,008  
Warrants   2,739  
Options   86  
Restricted stock units   154  
    47,277  
Purchase price allocation      
Cash and cash equivalents   10,209  
Trade and other receivables   2,015  
Inventory   3,547  
Prepaid expenses   2,479  
Marketable securities   635  
Notes receivable   312  
Property and equipment   6,849  
Loan receivable   756  
Intangible assets - license   37,700  
Right of use asset   12,490  
Goodwill   26,462  
Non-controlling interest   (1,821 )
Accounts payable and accrued liabilities   (6,336 )
Deferred tax liability   (2,998 )
Lease liability   (12,887 )
Convertible debenture   (18,809 )
Notes payable   (13,326 )
    47,277  

On November 18, 2020, the Company closed the acquisition of 100% of the outstanding common shares of Meta Growth Corp ("Meta Growth" or "META"). Pursuant to the terms of the Arrangement, holders of common shares of META ("META Shares") received 0.824 (the "Exchange Ratio") High Tide Shares for each META Share held. In total, High Tide acquired 237,941,274 META Shares in exchange for 196,063,610 High Tide Shares, resulting in former META shareholders holding approximately 45.0% of the total number of issued and outstanding High Tide Shares.

In accordance with IFRS 3, Business Combinations ("IFRS 3"), the substance of this transaction constituted a business combination. Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company's estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary, and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, property plant and equipment, right of use asset, non-controlling interest, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the retail cannabis business, expanded access to capital and greater financial flexibility. For the six months ended April 30, 2021, Meta Growth accounted for $30,110 in revenues and $7,099 in net loss. If the acquisition had been completed on November 1, 2020, the Company estimates it would have recorded an increase of $3,422 in revenues and an increase of $401 in net loss for the six months ended April 30, 2021. The Company also incurred $1,354 in transaction costs, which have been expensed to finance and other costs during the period.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

B. Smoke Cartel, Inc. Acquisition

Total consideration   $  
Cash   2,600  
Common shares   8,396  
Contingent consideration   1,366  
    12,362  
Purchase price allocation      
Cash and cash equivalents   1,738  
Intangible assets - Brand   3,997  
Intangible assets - Software   7,325  
Goodwill   2,017  
Deferred tax liability   (1,521 )
Accounts payable and accrued liabilities   (1,194 )
    12,362  

On March 24, 2021, the Company closed the acquisition of 100% of the outstanding common shares of Smoke Cartel Inc. ("Smoke Cartel"). Pursuant to the terms of the Arrangement, the consideration was comprised of: (i) 9,540,754 common shares of High Tide, having an aggregate value of $8,396; (ii) $2,600 in cash; and (iii) a contingent consideration depending on certain revenue targets being achieved by December 31, 2021. Contingent consideration was calculated using Monte Carlo simulation due to the uncertain nature of the potential future revenue of the Company.

In accordance with IFRS 3, Business Combinations ("IFRS 3"), the substance of this transaction constituted a business combination. Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company's estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary, and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the business, expanded access to capital and greater financial flexibility. For the six months ended April 30, 2021, Smoke Cartel accounted for $1,692 in revenues and $86 in net income. If the acquisition had been completed on November 1, 2020, the Company estimates it would have recorded an increase of $4,526 in revenues and an increase of $541 in net income for the six months ended April 30, 2021. The Company also incurred $70 in transaction costs, which have been expensed to finance and other costs during the period.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

C. 2686068 Ontario Inc. Acquisition

Total consideration   $  
Cash   5,980  
    5,980  
Purchase price allocation      
Cash and cash equivalents   3  
Inventory   120  
Property and equipment   274  
Intangible assets - license   4,187  
Right of use asset   1,148  
Goodwill   2,570  
Lease liability   (1,148 )
Accounts payable and accrued liabilities   (65 )
Deferred tax liability   (1,109 )
    5,980  

On April 28, 2021, the Company closed the acquisition of 100% of the outstanding common shares of 2686068 Ontario Inc. ("2686068"). Pursuant to the terms of the Arrangement, the consideration was comprised of: (i) $5,980 in cash.

In accordance with IFRS 3, Business Combinations ("IFRS 3"), the substance of this transaction constituted a business combination. Management is in the process of gathering the relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired. As such, the initial purchase price was provisionally allocated based on the Company's estimated fair value of the identifiable assets acquired on the acquisition date. The values assigned are, therefore, preliminary, and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets, income taxes and the allocation of goodwill. The goodwill is primarily related to the opportunities to grow the retail cannabis business. If the acquisition had been completed on November 1, 2020, the Company estimates it would have recorded an increase of $1,107 in revenues and an increase of $123 in net loss for the six months ended April 30, 2021.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

4. Revenue from Contracts with Customers

For the three months ended April 30   2021     2020     2021     2020     2021     2020     2021     2020  
    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
    $     $     $     $     $     $     $     $  
Primary geographical markets (i)                                                
            Canada   33,827     16,706     1,184     772     19     90     35,030     17,568  
            USA   4,365     1,888     1,303     888     -     -     5,668     2,776  
            International   170     227     -     -     -     -     170     227  
Total revenue   38,362     18,821     2,487     1,660     19     90     40,868     20,571  
                                                 
Major products and services                                                
            Cannabis   29,570     15,339     -     -     -     -     29,570     15,339  
            Consumption accessories   5,571     2,815     2,479     1,575     -     -     8,050     4,390  
            Data analytics services   2,874     448     -     -     -     -     2,874     448  
            Other revenue   347     219     8     85     19     90     374     394  
Total revenue   38,362     18,821     2,487     1,660     19     90     40,868     20,571  
                                                 
Timing of revenue recognition                                                
            Transferred at a point in time   38,362     18,821     2,487     1,660     19     90     40,868     20,571  
Total revenue   38,362     18,821     2,487     1,660     19     90     40,868     20,571  
                                                 
For the six months ended April 30   2021     2020     2021     2020     2021     2020     2021     2020  
    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
    $     $     $     $     $     $     $     $  
Primary geographical markets (i)                                                
            Canada   67,109     27,474     2,092     1,643     30     307     69,231     29,424  
            USA   7,631     3,081     1,946     1,395     -     -     9,577     4,476  
            International   379     386     -     -     -     -     379     386  
Total revenue   75,119     30,941     4,038     3,038     30     307     79,187     34,286  
                                                 
Major products and services                                                
            Cannabis   59,947     24,996     -     -     -     -     59,947     24,996  
            Consumption accessories   9,953     4,845     4,006     2,895     -     -     13,959     7,740  
            Data analytics services   4,362     448     -     -     -     -     4,362     448  
            Other revenue   857     652     32     143     30     307     919     1,102  
Total revenue   75,119     30,941     4,038     3,038     30     307     79,187     34,286  
                                                 
Timing of revenue recognition                                                
            Transferred at a point in time   75,119     30,941     4,038     3,038     30     307     79,187     34,286  
Total revenue   75,119     30,941     4,038     3,038     30     307     79,187     34,286  

(i) Represents revenue based on geographical locations of the customers who have contributed to the revenue generated in the applicable segment.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

5. Intangible Assets and Goodwill

    Software     Licenses     Lease Buyout     Brand Name     Goodwill     Total  
Cost   $     $     $     $     $     $  
Balance, October 31, 2019   1,848     2,594     2,557     1,539     4,466     13,004  
      Transition adjustment - IFRS 16   -     -     (2,557 )   -     -     (2,557 )
      Additions   474     -     -     -     -     474  
      Additions from business combinations   -     7,382     -     -     1,896     9,278  
Balance, October 20, 2020   2,322     9,976     -     1,539     6,362     20,199  
      Additions   103     -     -     -     -     103  
      Additions from business combinations   7,325     41,887     -     3,997     31,049     84,258  
Balance, April 30, 2021   9,750     51,863     -     5,536     37,411     104,560  
                                     
Accumulated depreciation                                    
Balance, October 31, 2019   111     75     191     -     -     377  
      Transition adjustment - IFRS 16   -     -     (191 )   -     -     (191 )
      Amortization   495     1,113     -     -     -     1,608  
Balance, October 20, 2020   606     1,188     -     -     -     1,794  
Amortization   378     8,510     -     -     -     8,888  
Balance, April 30, 2021   984     9,698     -     -     -     10,682  
                                     
Foreign currency translation                                    
Balance, October 31, 2019   60     -     -     57     336     453  
      Recorded in other comprehensive loss   (20 )   -     -     (20 )   (35 )   (75 )
Balance, October 20, 2020   40     -     -     37     301     378  
      Recorded in other comprehensive loss   10     -     -     8     64     82  
Balance, April 30, 2021   50     -     -     45     365     460  
                                     
Balance, October 31, 2020   1,676     8,788     -     1,502     6,061     18,027  
Balance, April 30, 2021   8,716     42,165     -     5,491     37,046     93,418  

6. Property and Equipment

    Office equipment     Leasehold                    
    and computers     improvements     Vehicles     Buildings     Total  
Cost   $     $     $     $     $  
Balance, October 31, 2019   452     10,505     167     2,800     13,924  
      Additions   306     1,989     -     -     2,295  
      Additions from business combinations   31     1,180     -     -     1,211  
      Impairment loss   (11 )   (694 )   -     -     (705 )
Balance, October 20, 2020   778     12,980     167     2,800     16,725  
      Additions   159     3,634     -     -     3,793  
      Additions from business combinations   1,691     5,432     -     -     7,123  
      Assets classified as held for sale   -     (646 )   -     -     (646 )
Balance, April 30, 2021   2,628     21,400     167     2,800     26,995  
                               
Accumulated depreciation                              
Balance, October 31, 2019   127     1,265     148     2     1,542  
      Depreciation   125     1,953     10     10     2,098  
Balance, October 20, 2020   252     3,218     158     12     3,640  
      Depreciation   506     1,322     2     5     1,835  
Balance, April 30, 2021   758     4,540     160     17     5,475  
                               
Balance, October 31, 2020   526     9,762     9     2,788     13,085  
Balance, April 30, 2021   1,870     16,860     7     2,783     21,520  

 


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

7. Prepaid expenses and deposits

As at   April 30, 2021     October 31, 2020  
    $     $  
Deposits on cannabis retail outlets   767     809  
Prepaid insurance and other   2,753     311  
Prepayment on inventory   3,972     2,759  
Total   7,492     3,879  
Less current portion   (5,981 )   (3,070 )
Long-term   1,511     809  

8. Trade and other receivables

As at   April 30, 2021     October 31, 2020  
    $     $  
Trade accounts receivable   4,535     2,673  
Sales tax receivable   269     188  
Total   4,804     2,861  

9. Finance and other costs

Finance and other costs are comprised of the following:

    Three months ended April 30     Six months ended April 30  
    2021     2020     2021     2020  
    $     $     $     $  
Accretion convertible debt   1,016     1,312     1,820     2,136  
Interest on convertible debenture   129     843     1,150     1,426  
Interest on notes payable   496     82     793     164  
Accretion notes payable   625     35     736     56  
Accretion of lease liability   572     257     1,041     481  
Transaction cost   819     149     1,046     171  
Acquisition costs   70     24     1,424     624  
Total   3,727     2,702     8,010     5,058  


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

10. Convertible Debentures

As at   April 30, 2021     October 31, 2020  
    $     $  
Convertible debentures, beginning of year   25,822     19,664  
Debt assumed(i)   18,809     -  
Gain (loss) on extinguishment of debenture(ii)   516     (3,808 )
Cash advances from debt (iii)   980     9,115  
Debt issuance to settle liabilities   -     2,700  
Debt issuance costs paid in cash   -     (260 )
Conversion of debenture into equity(iv)   (30,822 )   (550 )
Transfer of warrants component to equity   -     (420 )
Transfer of conversion component to equity(v)   (717 )   (523 )
Transfer of conversion component to derivative liability   -     (921 )
Repayment of debt(vi)   (3,818 )   (1,637 )
Accretion on convertible debentures(vii)   1,820     2,462  
Total   12,590     25,822  
Less current portion   (3,403 )   (14,446 )
Long-term   9,187     11,376  

(i) During the six-months ended, April 30, 2021, the Company assumed convertible debt through the acquisition of Meta, refer to note 3.

(ii) During the six-months ended, April 30, 2021, the Company incurred a gain of $516 in relation to the amendment and the extinguishment of convertible debentures within this period.

(iii) During the six months ended, the Company drew $980 from the Windsor convertible debt.

(iv) During the six months ended, the Company converted $30,822 of convertible debentures into 146,505,958 shares.

(v) As of April 30, 2021, $717 was recorded as the equity component related to the extensions of the convertible debenture throughout the period.

(vi) During the six months ended, April 30, 2021, the Company made payments on the principal balances of $3,533 on unsecured convertible debentures and $285 on secured convertible debentures.

(vii) For the six months ended April 30, 2021 the Company recorded accretion of $1,820 related to convertible debentures.

(viii) For the six months ended April 30, 2021, the Windsor loan was amended and resulted in the embedded derivative liability component to be removed which resulted in a gain of $498.

During the six months ended April 30, 2021, the Company entered into restructuring agreements for two of the unsecured convertible debenture agreements and the Windsor loan agreement that resulted in a total loss on the extinguishment of debentures of $516 (April 30, 2020 - loss of $186).

On April 18, 2021, the Company entered into a debt restructuring agreement of $2,000 of the Company's outstanding debt under an 10% senior unsecured convertible debenture issued in April 2019. As part of the debt restructuring, the parties have also (i) extended the maturity date of the amended debenture to April 18, 2023, (ii) amended the conversion price such that the deferred amount is convertible into common shares of High Tide ("HITI shares") at a conversion price of $0.75 per HITI share, (iii) lowered the interest rate from 10% to 7%. Management calculated the fair value of the liability component as $1,774 using a discount rate of 15% along with forecasted scheduled payments, with the residual amount of $225 net of deferred tax of $52 being allocated to equity.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

11. Notes Payable

As at   April 30, 2021     October 31, 2020  
    $     $  
Vendor loan   1,600     1,600  
Term loan   1,974     1,939  
OCN - notes payable   11,804     -  
Loan to partners (Note 3)   494     -  
Dreamweavers - notes payable   139     162  
Saturninus Partners - notes payable   540     690  
Long term contract liability   50     53  
Government loan   35     84  
Total   16,636     4,528  
Less current portion   (4,068 )   (1,939 )
Long-term   12,568     2,589  

During the six months ended, April 30, 2021, the Company incurred accretion of $736 (April 30, 2020 - $56) and paid interest in the amount of $793 (April 30, 2020 - $164) in relation to the outstanding notes payable.

During the second quarter of 2020, the Company obtained a government loan under the Canada Emergency Response Benefit, part of Canada's COVID-19 economic response plan. The loan bears no interest and has a maturity date of December 31, 2025. During the six-months ended April 30, 2021, the Company repaid $40 towards the principal amount. Due to early payment, $20 was forgiven and was recognized in the statement of net loss and comprehensive loss for the period ended April 30, 2021 as other income.

On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included notes payable to Opaskwayak Cree Nation ("OCN"). Notes payable were valued at $12,783 at the date of acquisition by discounting it over two years at market interest rate of 15%. On January 6, 2021, the Company entered into another amended loan agreement with OCN to remove the annual administration fee and extend the maturity date of the loan until December 31, 2024. As a result of the debt restructuring, the Company recognized a $1,145 debt restructuring gain in the statement of net loss and comprehensive loss for the period ended April 30, 2021. The carrying value of the loan balance as at April 30, 2021 amounts to $11,804. During the six-months ended April 30, 2021, the Company made $853 in payment towards the outstanding balance.

On January 6, 2021, the Company entered into an Amended Loan Agreement with OCN to remove the annual administration fee and to extend the maturity date of the original notes payable, dated November 18, 2020, until December 31, 2024.  As a result of the debt restructuring the Company recognized a $1,145 debt restructuring gain in the statement of net loss and comprehensive loss for the period ending April 30, 2021.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

12. Share Capital

(a) Issued:

Common shares:

    Number of shares     Amount  
    #     $  
Balance, October 31, 2019   207,406,629     26,283  
Issued to pay fees in shares   3,852,319     860  
Issued to pay interest via shares   6,782,011     1,168  
Acquisition - KushBar   2,645,503     500  
Acquisition - 2680495   4,761,905     1,048  
Acquisition - Saturninus   5,319,149     1,064  
Acquisition - 102088460   5,000,000     975  
Lease acquisition - Canmore   612,764     104  
Exercise - Convertibile Debt   3,709,916     550  
Balance, October 31, 2020   240,090,196     32,552  
Acquisition - Meta Growth (Note 3)   196,063,610     35,290  
Acquisition - Smoke Cartel, Inc. (Note 3)   9,540,754     8,396  
Issued to pay fees via shares (i)   1,025,477     174  
Issued to pay interest via shares   7,646,923     1,458  
Shares issued through equity financing (ii)   47,916,665     18,237  
Conversion of convertible debentures (Note 10)   146,936,976     40,532  
Share issuance costs (ii)   -     (3,225 )
Excersie options (Note 13)   2,498,160     865  
Excersie warrants   22,208,027     10,644  
Vested restricted share units (Note 13)   844,655     743  
Balance, April 30, 2021   674,771,443     145,666  

 

(i) During the six months period ended April 30, 2021, Company settled payables of $174 through issuance of 1,025,477 common shares of the Company. The fair value of $174 was based on the closing price of $0.175 on the date of issuance.

(ii) On February 22, 2021, the Company issued, on a bought deal basis, 47,916,665 units of the Company at a price of $0.48 per unit. The Company closed the offering for total gross proceeds of $23,000. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one common share at a price of $0.58 for a period of 36 months from the closing date of the offering. The warrants were attributed a relative fair value of $4,968 using the Black-Scholes option pricing model with the following assumptions: fair value of common shares of $0.70; exercise price of options of $0.58; expected life of three years; 71% volatility; and a risk-free interest rate of 1.30%. The underwriters received a cash commission fee of 6% of gross proceeds and 3% of gross proceeds for the presidents list in cash and respectively same percentage of broker warrants for the number of units issued because of conducting the bought deal financing. The broker units issued included one and a half warrants, totaling 3,920,587 warrants. The 2,613,725 broker warrants were attributed a fair value of $1,046 using the Black-Scholes option pricing model with the following assumptions: fair value of common shares of $0.70; exercise price of options of $0.48; expected life of three years; 71% volatility; and a risk-free interest rate of 1.30% and the remaining 1,306,862 broker warrants were attributed a fair value of $478 using the Black-Scholes option pricing model with the following assumptions: fair value of common shares of $0.70; exercise price of options of $0.58; expected life of three years; 71% volatility; and a risk-free interest rate of 1.30%


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

13. Share - Based Compensation

(a) Stock Option Plan:

The Company's stock option plan limits the number of common shares reserved under the plan from exceeding a "rolling maximum" of ten (10%) percent of the Company's issued and outstanding common shares from time to time. The stock options vest at the discretion of the Board of Directors, upon grant to directors, officers, employees and consultants of the Company and its subsidiaries. All options that are outstanding will expire upon maturity, or earlier, if the optionee ceases to be a director, officer, employee or consultant or there is a merger, amalgamation or change in control of the Company. The maximum exercise period of an option shall not exceed 10 years from the grant date. Changes in the number of stock options, with their weighted average exercise prices, are summarized below:

    April 30, 2021     October 31, 2020  
    Number of
options
    Weighted Average
Exercise Price ($)
    Number of
options
    Weighted Average
Exercise Price ($)
 
Balance, beginning of year   9,310,000     0.50     10,610,000     0.50  
Granted (i)   29,733,280     0.38     200,000     0.50  
Forfeited   (7,100,000 )   0.50     (1,500,000 )   0.50  
Exercised   (2,498,160 )   0.20     -     -  
Balance, end of period   29,445,120     0.38     9,310,000     0.50  
Exercisable, end of period   9,942,450     0.38     7,370,625     0.50  

For the period ended April 30, 2021, the Company recorded share-based compensation of $1,790 (2020 - $99) related to stock options.

(i) On November 18, 2020, the Company acquired all the issued and outstanding shares of Meta which resulted in acquiring 3,683,280 options outstanding on the date of closing. The fair value of the options acquired were calculated using the Black-Scholes option pricing model valued using the Black-Scholes model and the following assumptions were used: stock price of $0.18; expected life of 1 years; $nil dividends; expected volatility of 100%; exercise price as per the plan times the exchange ratio of 0.824; and a risk-free interest rate of 0.52%. During the six months ended April 30, 2021 the Company granted 26,050,000 options to directors, officers, employees and consultants of the Company and its subsidiaries. The 18,950,000 options issued on November 20, 2020 were valued using the Black-Scholes model and the following assumptions were used: stock price of $0.19; expected life of 3 years; $nil dividends; expected volatility of 140%; exercise price of $0.20; and a risk-free interest rate of 0.52%. The 6,100,000 options issued on March 19, 2021 were valued using the Black-Scholes model and the following assumptions were used: stock price of $0.81; expected life of 3 years; $nil dividends; expected volatility of 140%; exercise price of $0.81; and a risk-free interest rate of 0.52%.

(b) Restricted Share Units ("RSUs") plan

On November 18, 2020, the Company acquired all the issued and outstanding shares of Meta which resulted in acquiring 943,579 RSUs outstanding on the date of closing based on the exchange ratio of 0.824 agreed upon in the arrangement agreement. The Company's RSU plan is applicable to directors, officers, and employees of the Company. The RSUs are equity-settled and each RSU can be settled for one common share for no consideration. These RSUs were recorded in contributed surplus using the Black-Scholes model and the following assumptions were used: stock price of $0.18; expected life of 0.35 years; $nil dividends; expected volatility of 70%; exercise price of $0.18; and a risk-free interest rate of 0.52%.

On March 12, 2021, the Company granted 1,000,000 RSUs to directors of the Company and were valued at $780. For the period ended April 30, 2021, the Company recorded share-based compensation of $280 (2020 - nil) related to RSUs. The number of RSUs outstanding at April 30, 2021 amounts to 1,000,000.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

14. Warrants

    Number of warrants     Warrants
amount
    Derivative
liability amount
    Weighted
average
exercise price
    Weighted
average
number of
years to
expiry
    Expiry dates  
    #     $     $     $              
Opening balance, November 1, 2019   43,677,333     6,609     -     0.6083     0.43        
Re-class warrants on convertible debt to equity   -     (660 )   -     -     -        
Issued warrants for services   300,000     64     -     0.3800     -     September 3, 2021  
Issued warrants for services   3,500,000     204     -     0.3000     0.01     November 12, 2021  
Issued warrants for services   1,000,000     111     -     0.3000     -     November 12, 2021  
Issued warrants on convertible debt November 14, 2019   7,936,507     80     -     0.5000     0.03     November 14, 2021  
Issued warrants on convertible debt December 4, 2019   8,392,857     109     -     0.5000     0.04     December 4, 2021  
Issued warrants on convertible debt December 14, 2019   7,936,508     135     -     0.5000     0.04     December 12, 2021  
Issued warrants for acquisition - Saturninus   3,750,000     100     -     0.4000     0.02     January 26, 2022  
Issued warrants on convertible debt January 6, 2020   58,823,529     -     266     0.2550     0.30     December 31, 2021  
Issued warrants on debt September 14, 2020   1,600,000     55     -     0.3000     0.01     September 30, 2021  
Warrants terminated   (1,600,000 )   (105 )   -     -     -        
Warrants expired   (4,252,620 )   (906 )   -     -     -        
Balance October 31, 2020   131,064,114     5,796     266     0.4043     0.88        
Warrants expired   (28,682,303 )   (4,725 )   -     -     -        
Issued warrants for acquisition - Meta   741,600     3     -     1.3110     -     December 14, 2021  
Issued warrants for acquisition - Meta   37,454,590     2,445     -     0.3520     0.49     February 6, 2023  
Issued warrants for acquisition - Meta   2,621,821     171     -     0.3520     0.03     February 6, 2023  
Issued warrants for acquisition - Meta   4,120,000     120     -     1.1040     0.06     April 11, 2023  
Issued warrants on convertible debt January 6, 2020   -     -     14,970     -     -     December 31, 2022  
Warrants issued - equity financing   26,572,057     6,014     -     0.5800     0.55     February 22, 2024  
Warrants issued - equity financing   1,306,862     478     -     0.4800     0.03     February 22, 2024  
Warrants cancelled   (23,529,412 )   -     -     -     -        
Warrants exercised   (23,594,259 )   (1,631 )   -     -     -        
Balance April 30, 2021   128,075,070     8,671     15,236     0.4559     2.01        

As at April 30, 2021, 126,768,208 warrants were exercisable.

i) The Company issued 300,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.38. The warrants were valued at $64 using the Black-Scholes model, as the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.37; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.38; and a risk-free interest rate of 1.6%.

ii) The Company issued 3,500,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $204 using the Black-Scholes model, as the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 70% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

iii) The Company issued 1,000,000 warrants for business development consultancy. Each warrant will allow the holder to acquire one common share at $0.30. The warrants were valued at $111 using the Black-Scholes model, as the fair value of the services provided cannot be measured reliably and the following assumptions were used: stock price of $0.22; expected life of two years; $nil dividends; expected volatility of 111% based on comparable companies; exercise price of $0.30; and a risk-free interest rate of 1.6%.

iv) The Company measured the derivative liability to be $15,236 and recognized $14,970 as a loss on revaluation of derivative liability in the statement of net loss and comprehensive loss for the period ended April 30, 2021.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

15. Loss Per Share

    Three months ended     Six months ended  
          April 30           April 30  
    2021     2020     2021     2020  
    $     $     $     $  
Net loss for the period   (12,266 )   (4,912 )   (29,111 )   (8,857 )
Non-controlling interest   (66 )   55     (91 )   52  
Net income (loss) for the period attributable to owners of the Company   (12,332 )   (4,857 )   (29,202 )   (8,805 )
    #     #     #     #  
Weighted average number of common shares - basic   619,812,908     219,221,313     509,073,969     213,832,523  
Basic income (loss) per share   (0.02 )   (0.02 )   (0.06 )   (0.04 )

16. Financial Instruments and Risk Management

The Company's activities expose it to a variety of financial risks. The Company is exposed to credit, liquidity, and market risk due to holding certain financial instruments. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance.

Risk management is carried out by senior management in conjunction with the Board of Directors.

Fair value

The Company's financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, loans receivable, accounts payable and accrued liabilities, notes payable, convertible debentures, contingent consideration and derivative liabilities.

IFRS 13 establishes a three-level hierarchy that prioritizes the inputs relative to the valuation techniques used to measure fair value. Fair values of assets and liabilities included in Level 1 of the hierarchy are determined by reference to quoted prices in active markets for identical assets and liabilities. Fair value of assets and liabilities in Level 2 are determined using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Fair value of assets and liabilities in Level 3 are determined based on inputs that are unobservable and significant to the overall fair value measurement. Accordingly, the Company has categorized its financial instruments carried at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The Company's cash and cash equivalents are subject to Level 1 valuation.

The marketable securities have been recorded at fair value based on level 1 inputs and derivative liability have been recorded at fair value based on level 2 inputs. The carrying values of accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these financial instruments. The carrying value of the notes payable and convertibile debentures approximate their fair value as they are discounted using a market rate of interest.

Loans receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The fair value of these assets were estimated on discounted future interest and principal payments using current market interest rates of instruments using similar terms.

Marketable securities

In connection with the Company's acquisition of META on November 18, 2020, the Company acquired 1,350,000 shares of THC Global Group Limited ("THC"). The fair value of the THC shares amounting to $606 has been recognized as a marketable security, based on the trading price of THC's shares. In addition, to this the Company has also recorded $245 in GICs as a marketable security. 

Credit risk

Credit risk arises when a party to a financial instrument will cause a financial loss for the counter party by failing to fulfill its obligation. Financial instruments that subject the Company to credit risk consist primarily of cash, accounts receivable, marketable securities and loans receivable. The credit risk relating to cash and cash equivalents and restricted marketable securities balances is limited because the counterparties are large commercial banks. The amounts reported for accounts receivable in the statement of consolidated financial position is net of expected credit loss and the net carrying value represents the Company's maximum exposure to credit risk. Accounts receivable credit exposure is minimized by entering into transactions with creditworthy counterparties and monitoring the age and balances outstanding on an ongoing basis. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

16. Financial Instruments and Risk Management (continued)

The following table sets forth details of the aging profile of accounts receivable and the allowance for expected credit loss:

As at   April 30, 2021     October 31, 2020  
    $     $  
Current (for less than 30 days)   3,400     1,822  
31 - 60 days   386     246  
61 - 90 days   298     202  
Greater than 90 days   620     762  
Less allowance   (169 )   (359 )
    4,535     2,673  

For the six months ended April 30, 2021, $190 in trade receivables were written off against the loss allowance due to bad debts (year ended October 31, 2020 - $1,280). Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The remaining accounts receivable are evaluated by the Company based on parameters such as interest rates, specific country risk factors, and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the estimated losses of these receivables.

The Company performs a regular assessment of collectability of accounts receivables. In determining the expected credit loss amount, the Company considers the customer's financial position, payment history and economic conditions. For the period ended April 30, 2021, management reviewed the estimates and have not created any additional loss allowances on trade receivable.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on funds generated from operations, equity and debt financings to provide sufficient liquidity to meet budgeted operating requirements and to supply capital to expand its operations. The Company continues to seek capital to meet current and future obligations as they come due. Maturities of the Company's financial liabilities are as follows:

    Contractual cash flows     Less than one year     1-5 years     Greater than 5 years  
    $     $     $     $  
October 31, 2020                        
Accounts payable and accrued liabilities   6,421     6,421     -     -  
Notes payable   4,528     1,939     2,589     -  
Convertible debentures   25,822     14,446     11,376     -  
Total   36,771     22,806     13,965     -  
April 30, 2021                        
Accounts payable and accrued liabilities   12,373     12,373     -     -  
Notes payable   16,636     4,068     12,568     -  
Convertible debentures   12,590     3,403     9,187     -  
Total   41,599     19,844     21,755     -  

Interest rate risk

The Company is not exposed to significant interest rate risk as its interest-bearing financial instruments carry a fixed rate of interest. 

Foreign currency risk

Foreign currency risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company maintains cash balances and enters into transactions denominated in foreign currencies, which exposes the Company to fluctuating balances and cash flows due to variations in foreign exchange rates.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

16. Financial Instruments and Risk Management (continued)

The Canadian dollar equivalent carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities as at April 30, 2021 was as follows:

(Canadian dollar equivalent amounts of US dollar and Euro balances)   April 30, 2021
(Euro)
    April 30, 2021
(USD)
    April 30, 2021
Total   
    October 31,
2020
 
    $     $     $     $  
Cash   380     17,549     17,929     975  
Accounts receivable   -     364     364     653  
Accounts payable and accrued liabilities   (1,132 )   (2,173 )   (3,305 )   (1,728 )
Net monetary assets   (752 )   15,740     14,988     (100 )

Assuming all other variables remain constant, a fluctuation of +/- 5.0 percent in the exchange rate between the United States dollar and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $787 (October 31, 2020 - $34). Maintaining constant variables, a fluctuation of +/- 5.0 percent in the exchange rate between the Euro and the Canadian dollar would impact the carrying value of the net monetary assets by approximately +/- $38 (October 31, 2020 - $39). To date, the Company has not entered into financial derivative contracts to manage exposure to fluctuations in foreign exchange rates.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

17. Segmented Information

Segments are identified by management based on the allocation of resources, which is done on a basis of selling channel rather than by legal entity.  As such, the Company has established two main segments, being retail and wholesale, with a Corporate segment which includes oversight and start up operations of new entities until such time as revenue generation commences. The reportable segments are managed separately because of the unique characteristics and requirements of each business.

    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
For the three months ended April 30,   2021     2020     2021     2020     2021     2020     2021     2020  
    ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total revenue   38,362     18,821     2,487     1,660     19     90     40,868     20,571  
Gross profit   14,188     7,093     790     572     20     90     14,998     7,755  
Income (loss) from operations   (1,058 )   1,757     25     (356 )   (3,478 )   (1,245 )   (4,511 )   156  
                                                 
Total assets   86,532     46,678     6,331     5,972     107,207     17,161     200,070     69,811  
Total liabilities   54,598     22,893     2,055     1,894     36,875     33,301     93,528     58,088  
                                                 
    Canada     Canada     USA     USA     Europe     Europe     Total     Total  
For the three months ended April 30,   2021     2020     2021     2020     2021     2020     2021     2020  
    ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total revenue   34,386     18,488     3,638     -     2,844     2,083     40,868     20,571  
Gross profit   12,389     6,559     1,325     -     1,284     1,196     14,998     7,755  
Income (loss) from operations   (5,199 )   56     125     (204 )   563     304     (4,511 )   156  
                                                 
Total assets   174,127     46,678     17,233     5,972     8,710     17,161     200,070     69,811  
Total liabilities   88,260     22,893     3,676     1,894     1,592     33,301     93,528     58,088  
                                                 
    Retail     Retail     Wholesale     Wholesale     Corporate     Corporate     Total     Total  
For the six months ended April 30,   2021     2020     2021     2020     2021     2020     2021     2020  
    ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total revenue   75,119     30,941     4,038     3,038     30     307     79,187     34,286  
Gross profit   28,383     11,199     1,352     1,043     31     306     29,766     12,548  
Income (loss) from operations   180     1,119     (197 )   (732 )   (6,539 )   (2,348 )   (6,556 )   (1,961 )
                                                 
    Canada     Canada     USA     USA     Europe     Europe     Total     Total  
For the six months ended April 30,   2021     2020     2021     2020     2021     2020     2021     2020  
    ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Total revenue   68,588     30,785     4,281     -     6,318     3,501     79,187     34,286  
Gross profit   25,373     10,621     1,544     -     2,849     1,927     29,766     12,548  
Income (loss) from operations   (7,688 )   (1,691 )   11     (385 )   1,121     115     (6,556 )   (1,961 )

 


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

18. Related Party Transactions

As at April 30, 2021, the Company had the following transactions with related parties as defined in IAS 24 - Related Party Disclosures, except those pertaining to transactions with key management personnel in the ordinary course of their employment and/or directorship arrangements and transactions with the Company's shareholders in the form of various financing.

Financing transactions

A Director of the Company is Chief of the Opaskwayak Cree Nation ("OCN"). On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included notes payable to Opaskwayak Cree Nation ("OCN"). As at April 30, 2021, the Company has drawn $13,000 and has $6,750 available to be drawn under the credit facility.

On February 22, 2021, the Company issued, on a bought deal basis, 47,916,665 units of the Company at a price of $0.48 per unit. Two of the officers and the corporate secretary of the Company, collectively participated in the offering and acquired an aggregate of 3,112,084 units pursuant to the Offering.

Operational transactions

An office and warehouse unit has been developed by Grover Properties Inc., a company that is related through a common controlling shareholder and the President & CEO of the company. The office and warehouse space were leased to High Tide to accommodate the Company's operational expansion. The lease was established by an independent real estate valuations services company at prevailing market rates and has annual lease payments totalling $386 per annum. The primary lease term is 5 years with two additional 5-year term extensions exercisable at the option of the Company.

An office and warehouse unit located in Savannah, Georgia has been leased out by 2G Realty, LLC, a company that is related through the Chief Technology Officer of the company. The office and warehouse space were leased to accommodate the Company's operational needs for Smoke Cartel. The lease was established at prevailing market rates and has annual lease payments totalling $52 per annum. The primary lease term is 1 year with one additional 1-year term extension exercisable at the option of the Company.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

19. Right of Use Assets and Lease Obligations

The Company entered into various lease agreements predominantly to execute its retail platform strategy. The Company leases properties such as various retail stores and offices. Lease contracts are typically made for fixed periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

Right of use assets      
    $  
Balance at November 1, 2020   16,413  
Net additions   13,669  
Right of use assets - held for sale   (1,028 )
Depreciation expense for the period   (3,085 )
Balance at April 30, 2021   25,969  

Lease Liabilities      
    $  
Balance at November 1, 2020   16,668  
Lease Liabilities associated with - assets held for sale   (1,090 )
Net additions   11,824  
Cash outflows in the period   (2,353 )
Accretion (Interest) expense for the period ended   1,041  
Balance at April 30, 2021   26,090  
Current   (5,152 )
Non-current   20,938  

As at April 30, 2021, $842 is due to the Company in respect of sublease arrangements for franchise cannabis retail locations. For the period ended April 30, 2021, $195 was received in respect of sublease arrangements, which was recognized as other revenue. During the period ended April 30, 2021, the Company also paid $1,415 in variable operating costs associated to the leases which are expensed under general and adminstrative expenses.

The following is a summary of the contractual undiscounted cash outflows for lease obligations as of April 30, 2021:

    $  
Less than one year   7,840  
Between one and five years   20,447  
Greater than five years   5,297  
    33,584  

20. Contingent liability

In the normal course of business, the Company and its subsidiaries may become defendants in certain employment claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated.  The Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company's business, financial condition or results of the operations.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

21. Non-controlling interest

The following table presents the summarized financial information for the Company's subsidiaries which have non-controlling interests. This information represents amounts before intercompany eliminations.

    2021     2020  
    $     $  
Total current assets   5,486     2,540  
Total non-current assets   4,097     3,696  
Total current liabilities   (5,761 )   (942 )
Total non-current liabilities   (1,145 )   (1,080 )
Revenues for the year ended   6,508     6,011  
Net income for the year ended   774     1,320  

The net change in non-controlling interests is as follows:

As at   April 30, 2021     October 31, 2020  
    $             $  
Balance, beginning of the year   1,552     (179 )
Share of income for the period   91     614  
Purchase of minority interest - KushBar Inc.   -     187  
Purchase of - Saturninus Partners   -     930  
Purchase of - Meta (Note 3)   1,821     -  
    3,464     1,552  

As of October 31, 2019, the Company held a 50.1% ownership interest in KushBar, with $179 NCI. As well, the Company owed the non-controlling interest shareholder $701 (2018 - $36). The loan carries no interest and is due on demand. On December 10, 2019, the Company entered into a definitive share purchase agreement with 2651576 Ontario Inc. (the "Minority Shareholder"), a private Ontario company, to acquire the remaining 49.9% interest (the "Minority Interest") in High Tide's majority-owned subsidiary, KushBar Inc. ("KushBar").

On January 27, 2020, the Company acquired a 50% interest in the Saturninus Partners ("Saturninus") which operates a licensed retail cannabis store in Sudbury, Ontario. The Company has classified this arrangement as a joint venture with controlling interest.

On November 18, 2020, the Company acquired all of the issued and outstanding shares of Meta which included four joint ventures with controlling interest. These joint ventures operate as a licensed cannabis retail store in Manitoba.


High Tide Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2021 and 2020

(Unaudited – In thousands of Canadian dollars, except share and per share amounts)

22. Assets held for sale

On September 2, 2020, the Company entered into an amended asset sale agreement with Halo Labs Inc. ("Halo"), under which High Tide will sell its KushBar retail cannabis assets and the rights to three permitted retail cannabis stores to Halo. All regulatory approval required for the sale was received by Halo during the second quarter of 2021, therefore the Company classified the following assets and liabilities as held for sale:

    $  
Leasehold improvements   646  
Right of use assets   1,028  
Total Assets held for sale   1,674  
Lease liabilities   1,090  
Total liabilities held for sale   1,090  

23. Subsequent events

(i) On May 10, 2021, the Company acquired 80% of Fab Nutrition, LLC, operating as FABCBD ("FABCBD") for US$20,640, and has been granted a three-year option to acquire the remaining 20% of FABCBD at any time. The consideration was comprised of: (i) 15,608,727 common shares of High Tide (the "HT Shares"), having an aggregate value of US$8,080; and (ii) US$12,560 in cash. The cash portion of the Transaction has been funded entirely with cash on hand. In addition, pursuant to the acquisition agreement the vendor may be entitled to an earn out bonus of US$612 if FABCBD exceeds gross revenues of at least US$13,500 in 2021, which will be paid, if due, in High Tide Shares based on the volume weighted average price per High Tide Share for the 10 consecutive trading days preceding payment, subject to a maximum of 1,425,106 High Tide Shares.

(ii) On May 14, 2021, the Company announce that it will be consolidating all of its issued and outstanding common shares ("Common Shares") on the basis of one post-consolidation Common Share for fifteen pre-consolidation Common Shares (the "Share Consolidation"). The Share Consolidation represented another major step towards the listing of the Common Shares on The Nasdaq Stock Market LLC ("Nasdaq") by meeting the minimum share price requirement set by Nasdaq. The Company listed on Nasdaq on June 2, 2021.

(iii) On May 19, 2021, the Company closed its previously announced "bought deal" short-form prospectus offering (the "Offering") units of the Company (the "Units"), including the exercise in full of the underwriters' over-allotment option. In connection with the Offering, the Company issued an aggregate of 2,100,000 Units at a price of $9.60 per Unit, for aggregate gross proceeds of $20,160. The over-allotment option allowed to purchase an additional 315,000 Units at a price of $9.60 per Unit, for aggregate gross proceeds of $3,024. Each Unit is comprised of one common share of the Company (each, a "Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $12.25, for a period of 36 months following the closing of the Offering.

(iv) On June 25, 2021, the Company entered into a defininitve agreement pursuant to which the Company, will acquire 100% of the issued and outstanding shares of DHC Supply LLC operating as Daily High Club. The consideration will be comprised of: (i) common shares of High Tide ("High Tide Shares"), having an aggregate value of US$6,750 on the basis of a deemed price per High Tide Share equal to the volume weighted average price per High Tide Share on Nasdaq for the 10 consecutive trading days preceding the closing of the Transaction; and (ii) US$3,250 in cash. The cash portion of the transaction will be funded entirely with cash on hand.

(v) Subsequent to the period ended April 30, 2021, $2,680 of debt was converted into common shares.

(vi) Subsequent to the period ended April 30, 2021, 1,754 warrants were converted to 115,903 common shares for net proceeds of $831.